CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | The following Condensed Consolidating Financial Statements present the financial information required with respect to those entities which guarantee certain of the Company’s debt. The Condensed Consolidating Financial Statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of the subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investment in subsidiaries and intercompany balances and transactions. During the second quarter of 2015, the Company discovered that certain Property, plant and equipment, net of the Parent was incorrectly classified as assets of the Guarantor Subsidiaries rather than the Parent in the 2014 Condensed Consolidating Balance Sheet. The misclassification increased and decreased previously reported Parent and Guarantor Subsidiaries' Property, plant and equipment, net by $112 million , respectively, decreased the Parent's Investment in subsidiaries by $112 million , and decreased the Guarantor Subsidiaries' Additional paid in capital by $112 million . The effect of correcting these classification errors was not material to the 2014 consolidating financial information, and the related amounts presented for 2014 have been revised. Guarantor and Nonguarantor Financial Statements The Senior Notes and the Senior Revolving Credit Facility are guaranteed, fully, unconditionally and jointly and severally, by each of Owens Corning’s current and future 100% owned material domestic subsidiaries that is a borrower or a guarantor under Owens Corning’s Credit Agreement, which permits changes to the named guarantors in certain situations (collectively, the “Guarantor Subsidiaries”). The remaining subsidiaries have not guaranteed the Senior Notes and the Senior Revolving Credit Facility (collectively, the “Nonguarantor Subsidiaries”). OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 1,044 $ 514 $ (97 ) $ 1,461 COST OF SALES (1 ) 826 393 (97 ) 1,121 Gross margin 1 218 121 — 340 OPERATING EXPENSES Marketing and administrative expenses 30 71 29 — 130 Science and technology expenses — 15 3 — 18 Charges related to cost reduction actions — — (5 ) — (5 ) Other expenses (income), net (24 ) — 25 — 1 Total operating expenses 6 86 52 — 144 EARNINGS BEFORE INTEREST AND TAXES (5 ) 132 69 — 196 Interest expense, net 25 — 3 — 28 Gain on extinguishment of debt — — — — — EARNINGS BEFORE TAXES (30 ) 132 66 — 168 Less: Income tax expense (10 ) 51 14 — 55 Equity in net earnings of subsidiaries 132 51 — (183 ) — Equity in net earnings of affiliates — — — — — NET EARNINGS 112 132 52 (183 ) 113 Less: Net earnings attributable to noncontrolling interests — — 1 — 1 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 112 $ 132 $ 51 $ (183 ) $ 112 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 964 $ 511 $ (93 ) $ 1,382 COST OF SALES (5 ) 795 434 (93 ) 1,131 Gross margin 5 169 77 — 251 OPERATING EXPENSES Marketing and administrative expenses 24 55 31 — 110 Science and technology expenses — 14 4 — 18 Charges related to cost reduction actions — — 19 — 19 Other expenses (income), net 2 (6 ) 1 — (3 ) Total operating expenses 26 63 55 — 144 EARNINGS BEFORE INTEREST AND TAXES (21 ) 106 22 — 107 Interest expense, net 26 — 2 — 28 EARNINGS BEFORE TAXES (47 ) 106 20 — 79 Less: Income tax expense (17 ) 37 7 — 27 Equity in net earnings of subsidiaries 82 13 — (95 ) — Equity in net earnings of affiliates — — — — — NET EARNINGS 52 82 13 (95 ) 52 Less: Net earnings attributable to noncontrolling interests — — — — — NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 52 $ 82 $ 13 $ (95 ) $ 52 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 2,883 $ 1,485 $ (286 ) $ 4,082 COST OF SALES — 2,347 1,164 (286 ) 3,225 Gross margin — 536 321 — 857 OPERATING EXPENSES Marketing and administrative expenses 92 209 88 — 389 Science and technology expenses — 44 9 — 53 Charges related to cost reduction actions — — (5 ) — (5 ) Other expenses (income), net (41 ) 12 39 — 10 Total operating expenses 51 265 131 — 447 EARNINGS BEFORE INTEREST AND TAXES (51 ) 271 190 — 410 Interest expense, net 73 2 5 — 80 Gain on extinguishment of debt (5 ) — — — (5 ) EARNINGS BEFORE TAXES (119 ) 269 185 — 335 Less: Income tax expense (39 ) 97 54 — 112 Equity in net earnings of subsidiaries 301 129 — (430 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 221 301 132 (430 ) 224 Less: Net earnings attributable to noncontrolling interests — — 3 — 3 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 221 $ 301 $ 129 $ (430 ) $ 221 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 2,800 $ 1,496 $ (281 ) $ 4,015 COST OF SALES (9 ) 2,314 1,258 (281 ) 3,282 Gross margin 9 486 238 — 733 OPERATING EXPENSES Marketing and administrative expenses 84 191 97 — 372 Science and technology expenses — 44 13 — 57 Charges related to cost reduction actions — 1 30 — 31 Other expenses (income), net (14 ) 8 (9 ) — (15 ) Total operating expenses 70 244 131 — 445 EARNINGS BEFORE INTEREST AND TAXES (61 ) 242 107 — 288 Interest expense, net 80 2 4 — 86 EARNINGS BEFORE TAXES (141 ) 240 103 — 202 Less: Income tax expense (53 ) 46 16 — 9 Equity in net earnings of subsidiaries 281 87 — (368 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 193 281 88 (368 ) 194 Less: Net earnings attributable to noncontrolling interests — — 1 — 1 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 193 $ 281 $ 87 $ (368 ) $ 193 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 112 $ 132 $ 52 $ (183 ) $ 113 Currency translation adjustment (net of tax) (38 ) — — — (38 ) Pension and other postretirement adjustment (net of tax) 6 — — — 6 Deferred gain (loss) on hedging (net of tax) (1 ) — — — (1 ) COMPREHENSIVE EARNINGS 79 132 52 (183 ) 80 Less: Net earnings attributable to noncontrolling interests — — 1 — 1 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 79 $ 132 $ 51 $ (183 ) $ 79 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 52 $ 82 $ 13 $ (95 ) $ 52 Currency translation adjustment (net of tax) (59 ) — — — (59 ) Pension and other postretirement adjustment (net of tax) 4 — — — 4 Deferred gain (loss) on hedging (net of tax) — — — — — COMPREHENSIVE EARNINGS (3 ) 82 13 (95 ) (3 ) Less: Comprehensive earnings attributable to noncontrolling interests — — — — — COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ (3 ) $ 82 $ 13 $ (95 ) $ (3 ) OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 221 $ 301 $ 132 $ (430 ) $ 224 Currency translation adjustment (net of tax) (81 ) — — — (81 ) Pension and other postretirement adjustment (net of tax) 12 — — — 12 Deferred gain (loss) on hedging (net of tax) 2 — — — 2 COMPREHENSIVE EARNINGS 154 301 132 (430 ) 157 Less: Net earnings attributable to noncontrolling interests — — 3 — 3 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 154 $ 301 $ 129 $ (430 ) $ 154 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 193 $ 281 $ 88 $ (368 ) $ 194 Currency translation adjustment (net of tax) (64 ) — — — (64 ) Pension and other postretirement adjustment (net of tax) 6 — — — 6 Deferred gain (loss) on hedging (net of tax) (1 ) — — — (1 ) COMPREHENSIVE EARNINGS 134 281 88 (368 ) 135 Less: Comprehensive earnings attributable to noncontrolling interests — — 1 — 1 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 134 $ 281 $ 87 $ (368 ) $ 134 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2015 (in millions) ASSETS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents $ — $ 2 $ 60 $ — $ 62 Receivables, less allowances — — 861 — 861 Due from affiliates — 3,170 — (3,170 ) — Inventories — 444 257 — 701 Assets held for sale — — 14 — 14 Other current assets 11 136 90 — 237 Total current assets 11 3,752 1,282 (3,170 ) 1,875 Investment in subsidiaries 7,614 2,495 559 (10,668 ) — Due from affiliates — — 815 (815 ) — Property, plant and equipment, net 462 1,344 1,079 — 2,885 Goodwill — 1,127 40 — 1,167 Intangible assets — 975 215 (186 ) 1,004 Deferred income taxes 29 297 26 — 352 Other non-current assets 33 63 132 — 228 TOTAL ASSETS $ 8,149 $ 10,053 $ 4,148 $ (14,839 ) $ 7,511 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 88 $ 631 $ 244 $ — $ 963 Due to affiliates 2,122 — 1,048 (3,170 ) — Short-term debt — 12 6 — 18 Long-term debt – current portion — 2 1 — 3 Total current liabilities 2,210 645 1,299 (3,170 ) 984 Long-term debt, net of current portion 1,843 14 122 — 1,979 Due to affiliates — 815 — (815 ) — Pension plan liability 257 — 118 — 375 Other employee benefits liability — 231 12 — 243 Deferred income taxes — — 18 — 18 Other liabilities 104 175 45 (186 ) 138 OWENS CORNING STOCKHOLDERS’ EQUITY Preferred stock — — — — — Common stock 1 — — — 1 Additional paid in capital 3,959 6,293 1,703 (7,996 ) 3,959 Accumulated earnings 966 1,880 792 (2,672 ) 966 Accumulated other comprehensive deficit (617 ) — — — (617 ) Cost of common stock in treasury (574 ) — — — (574 ) Total Owens Corning stockholders’ equity 3,735 8,173 2,495 (10,668 ) 3,735 Noncontrolling interests — — 39 — 39 Total equity 3,735 8,173 2,534 (10,668 ) 3,774 TOTAL LIABILITIES AND EQUITY $ 8,149 $ 10,053 $ 4,148 $ (14,839 ) $ 7,511 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2014 (in millions) ASSETS Parent Guarantor Non- Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents $ — $ 1 $ 66 $ — $ 67 Receivables, less allowances — — 674 — 674 Due from affiliates — 2,858 — (2,858 ) — Inventories — 527 290 — 817 Assets held for sale — — 16 — 16 Other current assets 7 132 94 — 233 Total current assets 7 3,518 1,140 (2,858 ) 1,807 Investment in subsidiaries 7,392 2,590 558 (10,540 ) — Due from affiliates — — 881 (881 ) — Property, plant and equipment, net 471 1,285 1,143 — 2,899 Goodwill — 1,127 41 — 1,168 Intangible assets — 989 238 (210 ) 1,017 Deferred income taxes 35 380 29 — 444 Other non-current assets 30 62 128 — 220 TOTAL ASSETS $ 7,935 $ 9,951 $ 4,158 $ (14,489 ) $ 7,555 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 47 $ 667 $ 235 $ — $ 949 Due to affiliates 1,913 — 945 (2,858 ) — Short-term debt — 25 6 — 31 Long-term debt – current portion — 1 2 — 3 Total current liabilities 1,960 693 1,188 (2,858 ) 983 Long-term debt, net of current portion 1,851 15 125 — 1,991 Due to affiliates — 881 — (881 ) — Pension plan liability 310 — 137 — 447 Other employee benefits liability — 237 15 — 252 Deferred income taxes — — 22 — 22 Other liabilities 122 175 43 (210 ) 130 OWENS CORNING STOCKHOLDERS’ EQUITY Preferred stock — — — — — Common stock 1 — — — 1 Additional paid in capital 3,954 6,371 1,927 (8,298 ) 3,954 Accumulated earnings 805 1,579 663 (2,242 ) 805 Accumulated other comprehensive deficit (550 ) — — — (550 ) Cost of common stock in treasury (518 ) — — — (518 ) Total Owens Corning stockholders’ equity 3,692 7,950 2,590 (10,540 ) 3,692 Noncontrolling interests — — 38 — 38 Total equity 3,692 7,950 2,628 (10,540 ) 3,730 TOTAL LIABILITIES AND EQUITY $ 7,935 $ 9,951 $ 4,158 $ (14,489 ) $ 7,555 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES $ (54 ) $ 221 $ 217 $ — $ 384 NET CASH FLOW USED FOR INVESTING ACTIVITIES Additions to plant and equipment (16 ) (170 ) (54 ) — (240 ) Proceeds from the sale of assets or affiliates — — 3 — 3 Purchases of alloy — — (8 ) — (8 ) Proceeds from sale of alloy — — 8 — 8 Net cash flow used for investing activities (16 ) (170 ) (51 ) — (237 ) NET CASH FLOW (USED FOR) PROVIDED BY FINANCING ACTIVITIES Proceeds from senior revolving credit and receivables securitization facilities 943 — 136 — 1,079 Payments on senior revolving credit and receivables securitization facilities (942 ) — (140 ) — (1,082 ) Payments on long-term debt (5 ) (1 ) (2 ) — (8 ) Net increase (decrease) in short-term debt — (13 ) 3 — (10 ) Cash dividends paid (58 ) — — — (58 ) Purchases of treasury stock (86 ) — — — (86 ) Other intercompany loans 200 (36 ) (164 ) — — Other 18 — — — 18 Net cash flow provided by financing activities 70 (50 ) (167 ) — (147 ) Effect of exchange rate changes on cash — — (5 ) — (5 ) Net increase in cash and cash equivalents — 1 (6 ) — (5 ) Cash and cash equivalents at beginning of period — 1 66 — 67 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 2 $ 60 $ — $ 62 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES $ (54 ) $ 131 $ (15 ) $ — $ 62 NET CASH FLOW USED FOR INVESTING ACTIVITIES Additions to plant and equipment (9 ) (120 ) (87 ) — (216 ) Proceeds from the sale of assets or affiliates 44 — 21 — 65 Investment in subsidiaries and affiliates, net of cash acquired — (5 ) (7 ) — (12 ) Proceeds from Hurricane Sandy insurance claims — — — — — Derivative Settlement — — 1 — 1 Purchases of alloy — — (25 ) — (25 ) Proceeds from sale of alloy 4 — 21 — 25 Net cash flow used for investing activities 39 (125 ) (76 ) — (162 ) NET CASH FLOW (USED FOR) PROVIDED BY FINANCING ACTIVITIES Proceeds from senior revolving credit and receivables securitization facilities 1,018 — 50 — 1,068 Payments on senior revolving credit and receivables securitization facilities (919 ) — — — (919 ) Payments on long-term debt — — (1 ) — (1 ) Net increase (decrease) in short-term debt — — 21 — 21 Cash dividends paid (37 ) — — — (37 ) Purchase of treasury stock (44 ) — — — (44 ) Other intercompany loans (10 ) (3 ) 13 — — Other 7 — — — 7 Net cash flow provided by financing activities 15 (3 ) 83 — 95 Effect of exchange rate changes on cash — — (1 ) — (1 ) Net increase in cash and cash equivalents — 3 (9 ) — (6 ) Cash and cash equivalents at beginning of period — 3 54 — 57 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 6 $ 45 $ — $ 51 |